| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HAVERTY FURNITURE COMPANIES INC [ HVT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/10/2016 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/29/2016 | G | V | 1,351 | D | $0 | 51,381(1) | D | ||
| Common Stock | 02/29/2016 | G | V | 1,351 | A | $0 | 28,338 | I | By Spouse | |
| Common Stock | 05/08/2016 | M | 970 | A | $0 | 52,351 | D | |||
| Common Stock | 05/08/2016 | M | 1,422 | A | $0 | 53,773 | D | |||
| Common Stock | 05/08/2016 | M | 3,700 | A | $0 | 57,473 | D | |||
| Common Stock | 05/08/2016 | M | 3,000 | A | $0 | 60,473 | D | |||
| Common Stock | 05/08/2016 | F | 3,034 | D | $18.29 | 57,439 | D | |||
| Class A Common Stock | 87,036(1) | D | ||||||||
| Class A Common Stock | 1,950 | I | By Spouse | |||||||
| Class A Common Stock | 603,497(2) | I | By Villa Clare, LP | |||||||
| Class A Common Stock | 603,497(2) | I | By West Wesley, LLC | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| PRSUs 2014.1 | (3) | 05/08/2016 | M | 970 | (3) | (3) | Common Stock | 970 | $0 | 0 | D | ||||
| PRSUs 2015.1 | (4) | 05/08/2016 | M | 1,422 | (4) | (4) | Common Stock | 1,422 | $0 | 0 | D | ||||
| RSUs 2012 | (5) | 05/08/2016 | M | 3,700 | (5) | (5) | Common Stock | 3,700 | $0 | 0 | D | ||||
| RSUs 2013 | (6) | 05/08/2016 | M | 3,000 | (6) | (6) | Common Stock | 3,000 | $0 | 3,000 | D | ||||
| Phantom Stock | $0 | 05/09/2016 | A | 76 | (7) | (7) | Common Stock | 76 | $18.46 | 3,748 | D | ||||
| PRSUs 2014 | (8) | (8) | (8) | Common Stock | 6,447 | 6,447 | D | ||||||||
| PRSUs 2015 | (9) | (9) | (9) | Common Stock | 13,152 | 13,152 | D | ||||||||
| Stock Appreciation Rights | $18.14 | (10) | 01/24/2020 | Common Stock | 22,000 | 22,000 | D | ||||||||
| Explanation of Responses: |
| 1. This amount includes an adjustment due to a clerical error. |
| 2. These shares are held by Villa Clare, LP, a limited partnership ("VC") and are also reported herein by West Wesley, LLC, a limited liability company ("WW"), the partnership's general partner. Mr. Smith is the sole manager of WW. Mr. Smith disclaims beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein. |
| 3. Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the Company's sales performance for each of the four years 2014 - 2017. This amount represents the number of performance units earned for fiscal 2015, which were certified by the Executive Compensation and Employee Benefits Committee on 1/26/2016 and will vest on May 8, 2016. |
| 4. Performance Restricted Stock Units ("PRSUs") award granted 1/23/2015 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the Company's sales performance for each of the four years 2015 -2018. This amount represent the number of performance units earned for fiscal 2015, which were certified by the Executive Compensation and Employee Benefits Committee on 1/26/2016 and will vest on May 8, 2016. |
| 5. Restricted Stock Units ("RSUs") award granted 1/23/2012 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2013. Each RSU is equivalent to one share of common stock upon vesting. |
| 6. Restricted Stock Units ("RSUs") award granted 1/24/2013 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2014. Each RSU is equivalent to one share of common stock upon vesting. |
| 7. Deferred under Directors' Deferred Compensation Plan. Settlement will occur upon the earlier to occur of (i) termination of service on the Board of Directors, or (ii) death. |
| 8. Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2014. This amount represents the number of performance units earned for fiscal year 2014, which were certified by the Executive Compensation and Employee Benefits Committee on 1/23/2015. The performance units vest on February 28, 2017. |
| 9. Performance Restricted Stock Units ("PRSUs") award granted 1/23/2015 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2015. This amount represents the number of performance units earned for fiscal year 2015, which were certified by the Executive Compensation and Employee Benefits Committee on 1/26/2016. The performance units vest on February 28, 2018. |
| 10. Stock-Settled Appreciation rights ("SARs") granted under the 2004 Long-Term Incentive Plan. SARs vest in four equal installments, beginning on 5/8/2014, and expire seven years from the grant date. |
| Jenny H. Parker, Attorney-in-Fact | 05/18/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||